UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Synchronoss Technologies, Inc. |
(Name of issuer)
| Common Stock, $0.0001 par value per share |
(Title of class of securities)
| 87157B103 |
(CUSIP number)
| February 8, 2012 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 2 of 16 Pages |
| (1) |
Names of reporting persons
Institutional Venture Partners XI, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by Institutional Venture Partners XI, L.P. (“IVP XI”), Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”), Institutional Venture Management XI, LLC (“IVM XI”), Institutional Venture Partners XII, L.P. (“IVP XII”), Institutional Venture Management XII, LLC (“IVM XII”), Todd C. Chaffee (“Chaffee”), Reid W. Dennis (“Dennis”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps (“Phelps” together with IVP XI, IVP XI KG, IVM XI, IVP XII, IVM XII, Chaffee, Dennis, Fogelsong, Harrick and Miller, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 3 of 16 Pages |
| (1) |
Names of reporting persons
Institutional Venture Partners XI GmbH & Co. Beteiligungs KG | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Germany | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 4 of 16 Pages |
| (1) |
Names of reporting persons
Institutional Venture Management XI, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 5 of 16 Pages |
| (1) |
Names of reporting persons
Institutional Venture Partners XII, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 6 of 16 Pages |
| (1) |
Names of reporting persons
Institutional Venture Management XII, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 7 of 16 Pages |
| (1) |
Names of reporting persons
Todd C. Chaffee | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 8 of 16 Pages |
| (1) |
Names of reporting persons
Reid W. Dennis | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
1,300,000 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
1,300,000 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
1,300,000 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
3.4% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; and 179,400 shares held by IVP XI KG. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 9 of 16 Pages |
| (1) |
Names of reporting persons
Norman A. Fogelsong | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 10 of 16 Pages |
| (1) |
Names of reporting persons
Stephen J. Harrick | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 11 of 16 Pages |
| (1) |
Names of reporting persons
J. Sanford Miller | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 12 of 16 Pages |
| (1) |
Names of reporting persons
Dennis B. Phelps | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
2,493,425 shares of Common Stock (2) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
2,493,425 shares of Common Stock (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,493,425 shares of Common Stock (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
6.5% (3) | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (1) | This Amendment No. 3 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 1,120,600 shares held by IVP XI; 179,400 shares held by IVP XI KG; and 1,193,425 shares held by IVP XII. IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (3) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 13 of 16 Pages |
| Item 1(a). | Name of Issuer: |
Synchronoss Technologies, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
750 Route 202 South, Suite 600
Bridgewater, New Jersey 08807
| Item 2(a). | Name of Person Filing: |
Institutional Venture Partners XI, L.P. (“IVP XI”)
Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”)
Institutional Venture Management XI, LLC (“IVM XI”)
Institutional Venture Partners XII, L.P. (“IVP XII”)
Institutional Venture Management XII, LLC (“IVM XII”)
Todd C. Chaffee (“Chaffee”)
Reid W. Dennis (“Dennis”)
Norman A. Fogelsong (“Fogelsong”)
Stephen J. Harrick (“Harrick”)
J. Sanford Miller (“Miller”)
Dennis B. Phelps (“Phelps”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Institutional Venture Partners
3000 Sand Hill Road, Building 2, Suite 250
Menlo Park, California 94025
| Item 2(c). | Citizenship: |
IVP XI Delaware
IVP XI KG Germany
IVM XI Delaware
IVP XII Delaware
IVM XII Delaware
Chaffee United States of America
Dennis United States of America
Fogelsong United States of America
Harrick United States of America
Miller United States of America
Phelps United States of America
| Item 2(d). | Title of Class of Securities: |
Common Stock
| Item 2(e). | CUSIP Number: |
87157B103
| Item 3. | Not applicable. |
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 14 of 16 Pages |
Item 4. Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 3 to the statement on Schedule 13G is provided as of February 8, 2012:
| Reporting Persons |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (2) |
|||||||||||||||||||||
| IVP XI |
1,120,600 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| IVP XI KG |
179,400 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| IVM XI (1) |
0 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| IVP XII |
1,193,425 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| IVM XII (1) |
0 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| Chaffee (1) |
0 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| Dennis (1) |
0 | 0 | 1,300,000 | 0 | 1,300,000 | 1,300,000 | 3.4 | % | ||||||||||||||||||||
| Fogelsong (1) |
0 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| Harrick (1) |
0 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| Miller (1) |
0 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| Phelps (1) |
0 | 0 | 2,493,425 | 0 | 2,493,425 | 2,493,425 | 6.5 | % | ||||||||||||||||||||
| (1) | IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. IVM XI however owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII, and has voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XI and IVP XI KG, except to the extent of their respective pecuniary interests therein. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII, however, they own no securities of the Issuer directly and they disclaim beneficial ownership of the shares held by IVP XII, except to the extent of their respective pecuniary interests therein. |
| (2) | This percentage is calculated based upon 38,154,517 shares of the Common Stock outstanding as of October 26, 2011, as disclosed in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission on November 4, 2011. |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 15 of 16 Pages |
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of a Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SCHEDULE 13G
| CUSIP No. 87157B103 | Page 16 of 16 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2012
INSTITUTIONAL VENTURE PARTNERS XI, L.P.
By: Institutional Venture Management XI, LLC
Its: General Partner
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director |
INSTITUTIONAL VENTURE PARTNERS XI GmbH & CO. BETEILIGUNGS KG
By: Institutional Venture Management XI, LLC
Its: Managing Limited Partner
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director |
INSTITUTIONAL VENTURE MANAGEMENT XI, LLC
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director |
INSTITUTIONAL VENTURE PARTNERS XII, L.P.
By: Institutional Venture Management XII, LLC
Its: General Partner
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director |
INSTITUTIONAL VENTURE MANAGEMENT XII, LLC
| By: | /s/ Norman A. Fogelsong | |
| Norman A. Fogelsong, Managing Director |
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee |
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Reid W. Dennis |
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong |
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick |
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for J. Sanford Miller |
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps |
Exhibit(s):
| A: | Joint Filing Statement |